BROWN FORMAN CORP BF-A
Terms unclear
Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2003-03-04 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Not stated |
| Must tick the odd-lot box on the form | Not stated |
| Price offered | USD $63.00 to $73.00 per share |
| Most an odd-lot tender could be | $6,237.00 to $7,227.00 |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
expiry = 2003-03-04...ASS A COMMON STOCK AND UP TO 6,800,000 SHARES OF ITS CLASS B COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $73.00 NOR LESS THAN $63.00 PER SHARE THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 4, 2003, UNLESS THE OFFER IS EXTENDED. Brown-Forman Corporation, a Delaware corporation ("we," "us," or "our" below), invites its shareholders ("you" or "your" below) to tender shares of our Class A Common Stock, par value $.15 per share ("Class A...
expiry = 2003-03-04...ASS A COMMON STOCK AND UP TO 6,800,000 SHARES OF ITS CLASS B COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $73.00 NOR LESS THAN $63.00 PER SHARE THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 4, 2003, UNLESS THE OFFER IS EXTENDED. Brown-Forman Corporation, a Delaware corporation ("we," "us," or "our" below), invites its shareholders ("you" or "your" below) to tender shares of our Class A Common Stock, par value $.15 per share ("Class A...
expiry = 2003-03-04...ASS A COMMON STOCK AND UP TO 6,800,000 SHARES OF ITS CLASS B COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $73.00 NOR LESS THAN $63.00 PER SHARE THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 4, 2003, UNLESS THE OFFER IS EXTENDED. Brown-Forman Corporation, a Delaware corporation ("we," "us," or "our" below), invites its shareholders ("you" or "your" below) to tender shares of our Class A Common Stock, par value $.15 per share ("Class A...
listed = True...ht shall be deemed an ongoing right that may be asserted at any time and from time to time. Our determination concerning the events described in this Section shall be final and binding. 9 7. PRICE RANGE OF SHARES; DIVIDENDS. PRICE RANGES OF SHARES. The Shares are listed on the NYSE. The high and low sales prices per Share as reported on the NYSE Composite Tape and the dividends paid per Share during each of the periods indicated below are as follows: CLASS A STOCK CLASS B STOCK --------------- --------------- HIGH LOW HIGH LOW DIVIDENDS FISCAL YEAR ENDED APRIL 30, 2001 ---- --- ---- --- --------- ------------------...
listed = True...urchase, it would be illegal for us to complete the purchase under applicable law. Our reasonable determination concerning the events described in this Section shall be final and binding. 7. PRICE RANGE OF SHARES; DIVIDENDS. PRICE RANGES OF SHARES. The Shares are listed on the NYSE. The high and low sales prices per Share as reported on the NYSE Composite Tape and the dividends paid per Share during each of the periods indicated below are as follows: CLASS A STOCK CLASS B STOCK --------------- --------------- HIGH LOW HIGH LOW DIVIDENDS FISCAL YEAR ENDED APRIL 30, 2001 ---- --- ---- --- --------- ------------------...
listed = True...chase, it would be illegal for us to complete the purchase under applicable law. Our reasonable determination concerning the events described in this Section shall be final and binding. 9 7. PRICE RANGE OF SHARES; DIVIDENDS. PRICE RANGES OF SHARES. The Shares are listed on the NYSE. The high and low sales prices per Share as reported on the NYSE Composite Tape and the dividends paid per Share during each of the periods indicated below are as follows: CLASS A STOCK CLASS B STOCK --------------- --------------- HIGH LOW HIGH LOW DIVIDENDS FISCAL YEAR ENDED APRIL 30, 2001 ---- --- ---- --- --------- ------------------...
mechanism = DUTCH..." "us" or "Brown-Forman," is offering to purchase shares of its Class A Common Stock and Class B Common Stock in a self-tender offer. What will the purchase price for the shares be?............ We are conducting the offer through a procedure commonly called a modified "Dutch auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. For each class, the price range for this offer is $63.00 to $73.00 per share. We will select the lowest purchase price for Class A Shares that will allow us to buy 1,500,000 Class A Shares and the lowest purc...
mechanism = DUTCH..." "us" or "Brown-Forman," is offering to purchase shares of its Class A Common Stock and Class B Common Stock in a self-tender offer. What will the purchase price for the shares be?............ We are conducting the offer through a procedure commonly called a modified "Dutch auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. For each class, the price range for this offer is $63.00 to $73.00 per share. We will select the lowest purchase price for Class A Shares that will allow us to buy 1,500,000 Class A Shares and the lowest purc...
mechanism = DUTCH..." "us" or "Brown-Forman," is offering to purchase shares of its Class A Common Stock and Class B Common Stock in a self-tender offer. What will the purchase price for the shares be?............ We are conducting the offer through a procedure commonly called a modified "Dutch auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. For each class, the price range for this offer is $63.00 to $73.00 per share. We will select the lowest purchase price for Class A Shares that will allow us to buy 1,500,000 Class A Shares and the lowest purc...
mechanism = DUTCH...80571a5exv99waw5wl.txt PRESS RELEASE EXHIBIT (a)(5)(l) FOR IMMEDIATE RELEASE BROWN-FORMAN ANNOUNCES PRELIMINARY RESULTS OF STOCK TENDER OFFER LOUISVILLE, KY, MARCH 5, 2003 - Brown-Forman Corporation (NYSE: BFA, BFB) announced today the preliminary results of its Dutch Auction tender offer to purchase the company's Class A and Class B common stock, which expired on March 4, 2003. A preliminary count by National City Bank, the depositary for the tender offer, indicates that approximately 498,000 shares of Class A and 11,206,000 shares of Class B stock were tendered and not withdrawn at a price at or below $73 p...
price = USD 63.0-73.0...ed a modified "Dutch auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. For each class, the price range for this offer is $63.00 to $73.00 per share. We will select the lowest purchase price for Class A Shares that will allow us to buy 1,500,000 Class A Shares and the lowest purchase price for Class B Shares that will allow us to buy 6,800,000 Class B Shar...
price = USD 63.0-73.0...ed a modified "Dutch auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. For each class, the price range for this offer is $63.00 to $73.00 per share. We will select the lowest purchase price for Class A Shares that will allow us to buy 1,500,000 Class A Shares and the lowest purchase price for Class B Shares that will allow us to buy 6,800,000 Class B Shar...
price = USD 63.0-73.0...ed a modified "Dutch auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. For each class, the price range for this offer is $63.00 to $73.00 per share. We will select the lowest purchase price for Class A Shares that will allow us to buy 1,500,000 Class A Shares and the lowest purchase price for Class B Shares that will allow us to buy 6,800,000 Class B Shar...
price = USD 63.0-73.0...at prices of $70.50 or less per share. Brown-Forman had offered to purchase up to 1,500,000 Class A shares and 6,800,000 Class B shares at prices specified by shareholders ranging from $63 to $73 per share. As detailed in the Tender Offer, the company is exercising its right to purchase up to an additional 2% of its outstanding Class B shares. In accordance with the terms and conditions of the offer, Brown-Forman will acc...
threshold = 100...nd, if so, how many shares to tender and the price or prices at which you should tender your shares. We are not aware that any of our directors, executive officers or control persons intend to tender any shares in the offer. See Section 8 and Section 11. If I own fewer than 100 shares and I tender all my shares, will I be subject to proration?.................... With respect to each class, if more shares than we intend to purchase are properly tendered at or below the purchase price and not properly withdrawn, we will first purchase shares tendered at or below the purchase price by odd lot holders. We will then purch...
threshold = 100...nd, if so, how many shares to tender and the price or prices at which you should tender your shares. We are not aware that any of our directors, executive officers or control persons intend to tender any shares in the offer. See Section 8 and Section 11. If I own fewer than 100 shares and I tender all my shares, will I be subject to proration?.................... With respect to each class, if more shares than we intend to purchase are properly tendered at or below the purchase price and not properly withdrawn, we will first purchase shares tendered at or below the purchase price by odd lot holders. We will then purch...
threshold = 100...nd, if so, how many shares to tender and the price or prices at which you should tender your shares. We are not aware that any of our directors, executive officers or control persons intend to tender any shares in the offer. See Section 8 and Section 11. If I own fewer than 100 shares and I tender all my shares, will I be subject to proration?.................... With respect to each class, if more shares than we intend to purchase are properly tendered at or below the purchase price and not properly withdrawn, we will first purchase shares tendered at or below the purchase price by odd lot holders. We will then purch...
txn_type = TENDER_OFFEREX-99.A.1.I 3 y83113exv99waw1wi.txt OFFER TO PURCHASE BROWN-FORMAN CORPORATION OFFER TO PURCHASE FOR CASH UP TO 1,500,000 SHARES OF ITS CLASS A COMMON STOCK AND UP TO 6,800,000 SHARES OF ITS CLASS B COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $73.00 NOR LESS THAN $63.00 PER SHARE THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH...
txn_type = TENDER_OFFEREX-99.A.1.I 3 g80571a3exv99waw1wi.txt OFFER TO PURCHASE Exhibit (a)(1)(i) BROWN-FORMAN CORPORATION OFFER TO PURCHASE FOR CASH UP TO 1,500,000 SHARES OF ITS CLASS A COMMON STOCK AND UP TO 6,800,000 SHARES OF ITS CLASS B COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $73.00 NOR LESS THAN $63.00 PER SHARE THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CI...
txn_type = TENDER_OFFEREX-99.A.1.I 3 g80571a4exv99waw1wi.txt OFFER TO PURCHASE Exhibit (a)(1)(i) BROWN-FORMAN CORPORATION OFFER TO PURCHASE FOR CASH UP TO 1,500,000 SHARES OF ITS CLASS A COMMON STOCK AND UP TO 6,800,000 SHARES OF ITS CLASS B COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $73.00 NOR LESS THAN $63.00 PER SHARE THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CI...
txn_type = TENDER_OFFER...RESS RELEASE EXHIBIT (a)(5)(l) FOR IMMEDIATE RELEASE BROWN-FORMAN ANNOUNCES PRELIMINARY RESULTS OF STOCK TENDER OFFER LOUISVILLE, KY, MARCH 5, 2003 - Brown-Forman Corporation (NYSE: BFA, BFB) announced today the preliminary results of its Dutch Auction tender offer to purchase the company's Class A and Class B common stock, which expired on March 4, 2003. A preliminary count by National City Bank, the depositary for the tender offer, indicates that approximately 498,000 shares of Class A and 11,206,000 shares of Class B stock were tendered and not withdrawn at a price at or below $73 per share. Based on these...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2003-02-04 | SC TO-I | original (governing) | View |
| 2003-02-20 | SC TO-I/A | amendment | View |
| 2003-02-26 | SC TO-I/A | amendment | View |
| 2003-03-05 | SC TO-I/A | amendment | View |